Commentary & Deal Flow

F North America Capital, Inc. announces Tender Offer

in respect of its

USD 600,000,000 6.875 per cent. notes due 2028 (Rule 144A CUSIP No.: 98877DAD7 / ISIN: US98877DAD75 and Regulation S CUSIP No.: U98737AF3 / ISIN: USU98737AF34)

(unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG)

ZF Europe Finance B.V. announces Tender Offer

in respect of its

EUR 167,300,000 2.500 per cent. notes due 2027 (ISIN: XS2010039977), and

EUR 800,000,000 4.750 per cent. notes due 2029 (ISIN: XS2757520965)

(unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG)

ZF Finance GmbH announces Tender Offer

in respect of its

EUR 68,900,000 2.000 per cent. notes due 2027 (ISIN: XS2338564870),

EUR 265,000,000 2.250 per cent. notes due 2028 (ISIN: XS2399851901), and

EUR 750,000,000 3.750 per cent. notes due 2028 (ISIN: XS2231331260)

(unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG)

October 26, 2026. ZF North America Capital, Inc., ZF Europe Finance B.V. and ZF Finance GmbH (each an “Offeror”, and together the “Offerors”) announce today:

(i) the invitation by ZF North America Capital, Inc. to holders of its outstanding USD 600,000,000 6.875 per cent. notes due 2028 (Rule 144A CUSIP No.: 98877DAD7 / ISIN: US98877DAD75 and Regulation S CUSIP No.: U98737AF3 / ISIN: USU98737AF34) (the “2028 USD Notes”) issued by ZF North America Capital, Inc. and unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG to tender these notes for purchase by ZF North America Capital, Inc. for cash up to the Maximum Acceptance Amount (as defined below), provided that ZF North America Capital, Inc. will only accept for purchase up to USD 200 million aggregate principal amount of 2028 USD Notes (the “2028 USD Notes Cap”);

(ii) the invitation by ZF Europe Finance B.V. to holders of its outstanding EUR 167,300,000 2.500 per cent. notes due 2027 (ISIN: XS2010039977) (the “2.500% 2027 Notes”) and EUR 800,000,000 4.750 per cent. notes due 2029 (ISIN: XS2757520965) (the “4.750% 2029 Notes”) issued by ZF Europe Finance B.V. and unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG to tender these notes for purchase by ZF Europe Finance B.V. for cash up to the Maximum Acceptance Amount (as defined below); and

(iii) the invitation by ZF Finance GmbH to holders of its outstanding EUR 68,900,000 2.000 per cent. notes due 2027 (ISIN: XS2338564870) (the “2.000% 2027 Notes”), EUR 265,000,000 2.250 per cent. notes due 2028 (ISIN: XS2399851901) (the “2.250% 2028 Notes”) and EUR 750,000,000 3.750 per cent. notes due 2028 (ISIN: XS2231331260) (the “3.750% 2028 Notes”) issued by ZF Finance GmbH and unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG to tender these notes for purchase by ZF Finance GmbH for cash up to the Maximum Acceptance Amount (as defined below);

(each note under (i), (ii) and (iii) a “Note” and together the “Notes”, each series of the Notes a “Series”, and each of the invitations by the Offerors in respect of a Series under (i), (ii) and (iii) a “Tender Offer” and together, the “Tender Offers”).

The Tender Offers are being made on the terms and subject to the New Financing Condition (as defined herein), and the other conditions contained in a tender offer memorandum dated October 26, 2026 (the “Tender Offer Memorandum”) prepared by the Offerors and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender and Information Agent as set out below. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

Summary of the Tender Offer

The following table sets forth some of the terms of the Tender Offer:

1. Accrued Interest will be paid in addition to the Tender Offer Consideration (rounded to the nearest €0.01 or $0.01, as applicable, with €0.005 or $0.005 rounded upwards).
2. To determine whether the Maximum Acceptance Amount has been reached on the Expiration Time, the Offerors will convert the principal amount of Euro Notes of each series that has been tendered into U.S. dollars using the applicable exchange rates, at 5:00 p.m. New York City time at the Expiration Time, as reported on the Bloomberg screen page “BFIX” (or, if such screen is unavailable, a generally recognized source for currency quotations selected by the Dealer Managers with quotes as of a time as close as reasonably possible).
3. The Tender Offer Consideration for the 2028 USD Notes will correspond to $1,016.5 for each $1,000 principal amount of 2028 USD Notes validly tendered and accepted for purchase by ZF NA.
4. The Tender Offer Consideration per Note for each series of Euro Notes will correspond to a Euro amount equal to the percentage of the principal amount of each Note validly tendered and accepted for purchase by ZF Finance or, as applicable, ZF Europe Finance.

 Purpose of the Tender Offer

The purpose of the Tender Offer is to proactively manage ZF Friedrichshafen AG’s and its consolidated subsidiaries’ (the “Group”) upcoming debt maturities and extend the Group’s debt maturity profile, in conjunction with the concurrent issuance of the New Notes (as defined herein) by ZF North America Capital, Inc., by purchasing up to the Maximum Acceptance Amount of outstanding Notes, subject, in the case of the 2028 USD Notes, to the 2028 USD Notes Cap.

Notes purchased by the Offerors pursuant to the Tender Offer are expected to be cancelled and will not be re-issued or re-sold.

Tender Offer Consideration

Each Offeror, failing whom ZF Friedrichshafen AG (on behalf of ZF North America Capital, Inc., ZF Europe Finance B.V. and ZF Finance GmbH, as applicable), will pay the tender offer considerations set out above in “Summary of the Tender Offer” (each a “Tender Offer Consideration” and together the “Tender Offer Considerations”), in each case on the Settlement Date (as defined below).

Accrued Interest

Each Offeror, failing whom ZF Friedrichshafen AG (on behalf of ZF North America Capital, Inc., ZF Europe Finance B.V. and ZF Finance GmbH), will pay an amount in cash (rounded to the nearest EUR/USD 0.01, with EUR/USD 0.005 rounded upwards) equal to the Accrued Interest on the respective Note validly tendered for purchase by a Holder and accepted by the respective Offeror (the “Accrued Interest Payment”) on the Settlement Date (as defined below). “Accrued Interest” means interest accrued and unpaid on the respective Note from (and including) the interest payment date immediately preceding the Settlement Date to (but excluding) the Settlement Date, determined in accordance with the terms and conditions of the respective Note.

Amount subject to the Tender Offer

The Offerors intend to accept validly tendered Notes for purchase up to the Maximum Acceptance Amount, provided that 2028 USD Notes will only be accepted up to the 2028 USD Notes Cap, subject to the New Financing Condition (as defined herein). The “Maximum Acceptance Amount” will be an aggregate principal amount of Notes equal to the aggregate principal amount of the New Notes issued (the principal amount of the Euro Notes being converted into U.S. dollars at the Expiration Time as described below).

If Notes are validly tendered such that the aggregate principal amount of Notes tendered exceeds the Maximum Acceptance Amount, the Offerors will accept for purchase only the Maximum Acceptance Amount.

In addition, ZF North America Capital, Inc. will accept 2028 USD Notes only up to the 2028 USD Notes Cap. Tendered Notes of a given series will not be accepted if the aggregate principal amount of Notes that shall be accepted for purchase (taking into account the 2028 USD Notes Cap) of all series with a higher priority of acceptance exceeds the Maximum Acceptance Amount, and tendered Notes of a given series will be subject to proration if the aggregate principal amount of tendered Notes of that series, taken together with the aggregate principal amount of Notes of all series with a higher priority of acceptance than that series that shall be accepted (taking into account the 2028 USD Notes Cap), exceeds the Maximum Acceptance Amount or, in the case of the 2028 USD Notes, the 2028 USD Notes Cap. In no event shall the Offerors be obligated to purchase an aggregate principal amount of Notes exceeding the Maximum Acceptance Amount or ZF North America Capital, Inc. an aggregate principal amount of 2028 USD Notes exceeding the 2028 USD Notes Cap. The relevant Offerors reserve the right to increase or decrease the Maximum Acceptance Amount and/or the 2028 USD Notes Cap in their sole discretion, though there can be no assurance that they will exercise such right. The Offerors will announce the Maximum Acceptance Amount following the pricing of the New Notes.

To determine whether the Maximum Acceptance Amount has been reached on the Expiration Time, the Offerors will convert the principal amount of Euro Notes of each series that has been tendered into U.S. dollars using the applicable exchange rates, at 5:00 p.m. New York City time at the Expiration Time, as reported on the Bloomberg screen page “BFIX” (or, if such screen is unavailable, a generally recognized source for currency quotations selected by the Dealer Managers with quotes as of a time as close as reasonably possible).

Proration and Scaling Factor

In the event that the aggregate principal amount of Notes validly tendered at or before the Expiration Time exceeds the Maximum Acceptance Amount, or, in the case of the 2028 USD Notes, the 2028 USD Notes Cap, proration shall be determined in accordance with the priority of acceptance and terms set forth in the Tender Offer Memorandum, and any such proration will be effected by applying the Scaling Factor as described in “The Terms of the Tender Offer—Proration and Scaling Factor” of the Tender Offer Memorandum. If, at the Expiration Time, the aggregate principal amount of Notes validly tendered is less than the Maximum Acceptance Amount or, in the case of the 2028 USD Notes, the 2028 USD Notes Cap, the Offerors expect to accept for purchase all Notes validly tendered at or before the Expiration Time without proration and in accordance with the priority of acceptance and terms set forth in the Tender Offer Memorandum. Any proration and Scaling Factor will be announced on the Results Announcement Date.

Acceptance of Tender Offer

The Offerors are under no obligation to accept for purchase any Notes tendered pursuant to any Tender Offer. The acceptance for purchase by the Offerors of Notes tendered pursuant to a Tender Offer is at the sole and absolute discretion of the Offerors and tenders may be rejected by the Offerors for any reason.

New Financing Condition

ZF North America Capital, Inc. announced on October 26, 2026 its intention to issue new USD-denominated senior notes guaranteed by ZF Friedrichshafen AG (the “New Notes”), subject to market conditions. Whether the Offerors will accept for purchase any relevant Notes validly tendered in the Tender Offer is subject to, and conditional upon, the successful completion (in the sole determination of the Offerors) of the issue of the New Notes on terms satisfactory to the Offerors on or prior to the Settlement Date (the “New Financing Condition”).

New Notes Priority

A Holder that validly tenders Notes, or indicates to a Dealer Manager its firm intention to tender Notes, at or prior to the pricing date of the New Notes and wishes to subscribe for New Notes may, at the sole and absolute discretion of ZF North America Capital, Inc., receive priority in the allocation of the New Notes, subject to the issue of the New Notes and such Holder making a separate application for the purchase of New Notes to such Dealer Manager (in its capacity as an initial purchaser of the New Notes) in accordance with the standard new issue procedures of such initial purchaser prior to the pricing of the New Notes, provided that such application is at the tightest final new issue pricing of the New Notes. Holders who register their interest after the pricing date of the New Notes (including up to the Expiration Time), or who do not tender their Notes at all, will not be eligible for the New Notes Priority.

Priority of Acceptance

At the Expiration Time, validly tendered Notes will only be accepted in accordance with the following priority of acceptance:

1. first, any 2028 USD Notes validly tendered and not validly withdrawn on or before the Expiration Time, only up to the 2028 USD Notes Cap,

2. second, any 2.250% 2028 Notes validly tendered and not validly withdrawn on or before the Expiration Time,

3. third, any 3.750% 2028 Notes validly tendered and not validly withdrawn on or before the Expiration Time,

4. fourth, any 4.750% 2029 Notes validly tendered and not validly withdrawn on or before the Expiration Time,

5. fifth, any 2.000% 2027 Notes validly tendered and not validly withdrawn on or before the Expiration Time, and

6. sixth, any 2.500% 2027 Notes validly tendered and not validly withdrawn on or before the Expiration Time.

Procedure for Tendering Notes

2028 USD Notes

In order to participate in and be eligible to receive the respective Tender Offer Consideration and the Accrued Interest Payment pursuant to the relevant Tender Offer, Holders of the 2028 USD Notes must validly tender their 2028 USD Notes for purchase by delivering, or arranging to have delivered on their behalf, an agent’s message through the automated tender offer program of the DTC that is received by the Tender and Information Agent by 5:00 p.m. (New York City time) on November 2, 2026, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the “Expiration Time”).

The 2028 USD Notes may only be tendered in minimum principal amounts of USD 150,000 and integral multiples of USD 1,000 thereafter. See “Procedures for Tendering Notes” in the Tender Offer Memorandum for further information.

Euro Notes

In order to participate in and be eligible to receive the respective Tender Offer Consideration and the Accrued Interest Payment pursuant to the relevant Tender Offer, Holders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Information Agent by the Expiration Time.

Tender Instructions must be submitted in respect of a principal amount of EUR 100,000 and integral multiples of EUR 100,000 thereafter. See “Procedures for Tendering Notes” in the Tender Offer Memorandum for further information.

A separate Tender Instruction should be submitted on behalf of each beneficial owner of Notes.

If the Tender Offer is terminated at any time, the Notes tendered will be promptly returned to the tendering Holders.

Expected Timetable of Events

The following sets out the expected times and dates of the key events relating to the Tender Offer. The times and dates below are indicative only. This timetable is subject to change and the times and dates may (subject to applicable law) be extended, reopened, or amended by the respective Offeror, or the Tender Offer terminated, in each case in accordance with the terms of the Tender Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Holders are advised to check with any bank, securities broker, custodian or other Intermediary through which they hold Notes when such Intermediary would require the receipt of instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offer before the deadlines specified above. The deadlines set by any such Intermediary and each Clearing System for the submission of a Tender Instruction will be earlier than the relevant deadlines specified above.

Announcements  

Unless stated otherwise, announcements in connection with the Tender Offer will be made by the Offerors by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made by the issue of a press release to a notifying news service and on the Luxembourg Stock Exchange website (www.luxse.com). Such announcements may also be displayed on the Informa IGM Screen Insider service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender and Information Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender and Information Agent for the relevant announcements during the Tender Offer. In addition, Holders may contact the Dealer Managers for information using the contact details set out below.

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in any Tender Offer.

Further Information

Questions and requests for assistance in connection with (i) the Tender Offer may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions may be directed to the Tender and Information Agent, the contact details for each of which are set out below:

THE DEALER MANAGERS